Common use of Enforcement of Licensed Patents Clause in Contracts

Enforcement of Licensed Patents. XXXX intends to protect the Licensed Patents against infringers or otherwise act to eliminate infringement, when, in XXXX‘s sole judgment, such action may be reasonably necessary, proper, and justified. In the event that Licensee believes there is infringement of any Licensed Patent under this Agreement which is to Licensee's substantial detriment, Licensee shall provide XXXX with notification and reasonable evidence of such infringement. XXXX shall have the sole and exclusive right to determine whether or not any action should be taken regarding any infringement of the Licensed Patents (at XXXX‘s cost and for XXXX‘s benefit), and such proceedings shall be under the exclusive control of XXXX. Upon request by XXXX, Licensee shall take action, join in an action, and otherwise provide XXXX with such assistance and information as may be useful to XXXX in connection with XXXX‘s taking such action (if the cause of action arose during the term of this Agreement and XXXX reimburses Licensee for Licensees reasonable out-of-pocket expenses). However, if any infringement of the Licensed Patents which is to the substantial detriment of Licensee has not been discontinued within six (6) months after written request by Licensee to XXXX and XXXX has not by the end of such period taken action intended to xxxxx or terminate the infringing action and Licensee's rights are still exclusive hereunder, Licensee shall have the right, with XXXX 's written consent, which shall not be unreasonably withheld, to file a lawsuit to seek to stop such activity at its own expense. During such litigation Licensee shall act in good faith to preserve XXXX 's right, title and interest in and to the Licensed Patent, shall keep XXXX advised as to the status of the litigation and shall not enter into a settlement of such litigation without first allowing XXXX the option of either approving the settlement or of continuing the litigation at XXXX‘s expense for XXXX‘s benefit (upon payment to Licensee of its out-of-pocket costs and expenses of the litigation). Nothing herein shall permit or allow Licensee to commence any action for infringement of the Licensed Patent for any activity allowed under a settlement arrangement entered into by XXXX in good faith with a third party infringer.

Enforcement of Licensed Patents. XXXX intends to protect Each party shall promptly notify the other in writing of any alleged or threatened infringement or misappropriation of any Patent included in the Licensed Patents against infringers of which such party becomes aware. (a) With respect to any infringement or otherwise act to eliminate infringement, when, in XXXX‘s sole judgment, such action may be reasonably necessary, proper, and justified. In the event that Licensee believes there is infringement misappropriation of any Patent included in the Licensed Patent under this Agreement which is to Licensee's substantial detrimentPatents, Licensee shall provide XXXX with notification and reasonable evidence of such infringement. XXXX NSC shall have the sole and exclusive right first right, but not the obligation, to determine whether or not direct, bring and control any action should be taken regarding any or proceeding in its own name, with respect to such infringement at its own expense and by counsel of the Licensed Patents (at XXXX‘s cost and for XXXX‘s benefit)its own choice, and such proceedings shall be under the exclusive control of XXXX. Upon request by XXXX, Licensee shall take action, join in an action, and otherwise provide XXXX with such assistance and information as may be useful to XXXX in connection with XXXX‘s taking such action (if the cause of action arose during the term of this Agreement and XXXX reimburses Licensee for Licensees reasonable out-of-pocket expenses). However, if any infringement of the Licensed Patents which is to the substantial detriment of Licensee has not been discontinued within six (6) months after written request by Licensee to XXXX and XXXX has not by the end of such period taken action intended to xxxxx or terminate the infringing action and Licensee's rights are still exclusive hereunder, Licensee LICENSOR shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. If NSC fails to bring such an action or proceeding (b) In the event NSC brings an action in accordance with XXXX 's written consentthis Section 4.2, LICENSOR shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement or misappropriation litigation under this Section 4.2 in a manner that diminishes the rights or interests of the other party without the consent of such other party (which shall not be unreasonably withheld). Except as otherwise agreed to by the parties as part of a cost-sharing arrangement, to file any recovery realized as a lawsuit to seek to stop result of such activity at its own expense. During litigation, after reimbursement of any litigation expenses of NSC, shall be retained by the party that brought and controlled such litigation Licensee for purposes of this Agreement (c) During the pendency of any such proceeding or any appeal thereof; any payment hereunder to LICENSOR shall act in good faith to preserve XXXX 's right, title and interest in and to be paid by NSC into an interest-bearing escrow account pending the Licensed Patent, shall keep XXXX advised as to the status of the litigation and shall not enter into a settlement outcome of such litigation without first allowing XXXX proceeding. Upon a favourable final resolution of such proceeding or any appeal thereof retaining the option full rights, NSC shall resume paying NSC the full royalties, and all funds in such escrow account shall be paid to LICENSOR. Upon an unfavourable final resolution of either approving such proceeding or any appeal thereof; the settlement or of continuing funds in such escrow account shall be applied toward the litigation at XXXX‘s expense for XXXX‘s benefit (upon payment damage award in such action, if any, and the balance, if any, paid to Licensee of its out-of-pocket costs and expenses of the litigation). Nothing herein shall permit or allow Licensee to commence any action for infringement of the Licensed Patent for any activity allowed under a settlement arrangement entered into by XXXX in good faith with a third party infringerLICENSOR.

Enforcement of Licensed Patents. XXXX intends to protect Section 5.01 In the event of any third party infringement of any Licensed Patents against infringers or otherwise act to eliminate Patent, the party hereto having knowledge thereof shall promptly notify the other party of such infringement, whenwhereupon the parties shall consult with a view to reaching an agreement as to the ways and means for eliminating such infringement. If both parties desire to litigate such infringement, in XXXX‘s sole judgment, they shall equally share any costs thereof and any recovery therein. The Licensor shall promptly advise the Licensee of all costs incurred with respect to any such action may be reasonably necessary, proper, litigation and justifiedprovide supporting documentation with respect thereto. The Licensee shall within thirty (30) days of receipt of such documentation pay the Licensor its share of costs. In the event that Licensee believes there is either party desires to litigate such infringement and the other party refuses or fails to do so, the party desiring litigation may in its sole discretion, and at its sole expense, and by counsel of any Licensed Patent under this Agreement which is its own choice, bring suit to Licensee's substantial detriment, Licensee shall provide XXXX with notification and reasonable evidence of restrain such infringement, and shall be entitled to receive and retain, for its own use and benefit, any recovery awarded in such suit, including, without limitation, monetary damages. XXXX shall have In the event that the Licensee desires to litigate such infringement and the Licensor refuses or fails to do so, the Licensor, agrees (a) to be joined as a party in such litigation, if so required by law, with all costs of Licensor’s participation in such litigation at the sole and exclusive right to determine whether or not any action should be taken regarding any infringement expense of the Licensed Patents Licensee and (at XXXX‘s cost and for XXXX‘s benefit), and such proceedings shall be under b) that the exclusive control of XXXX. Upon request by XXXX, Licensee shall take action, join in an action, and otherwise provide XXXX with such assistance and information as may be useful to XXXX in connection with XXXX‘s taking such action (if the cause of action arose during the term of this Agreement and XXXX reimburses Licensee for Licensees reasonable out-of-pocket expenses). However, if any infringement of the Licensed Patents which is to the substantial detriment of Licensee has not been discontinued within six (6) months after written request by Licensee to XXXX and XXXX has not by the end of such period taken action intended to xxxxx or terminate the infringing action and Licensee's rights are still exclusive hereunder, Licensee shall have full control of such litigation. Section 5.02 Unless the rightLicensor refuses or fails to initiate such litigation, the Licensor shall have primary control of the litigation, including the right to appoint counsel and the right to settle or compromise same with XXXX 's the written consentconsent of the Licensee, which consent shall not be unreasonably withheld. In any event, the parties agree to file a lawsuit use reasonable commercial efforts to seek cooperate with one another in any litigation relating to stop such activity at its own expense. During such litigation Licensee shall act in good faith to preserve XXXX 's right, title and interest in and to the Licensed Patent, shall keep XXXX advised as to the status of the litigation and shall not enter into a settlement of such litigation without first allowing XXXX the option of either approving the settlement or of continuing the litigation at XXXX‘s expense for XXXX‘s benefit (upon payment to Licensee of its out-of-pocket costs and expenses of the litigation). Nothing herein shall permit or allow Licensee to commence any action for infringement of the Licensed Patent for any activity allowed under a settlement arrangement entered into by XXXX in good faith with a third party infringerinfringement.

Enforcement of Licensed Patents. XXXX intends 11.3.1. SGI shall have the obligation in Major Markets and the right in all other markets, at its sole expense, to protect determine the appropriate course of action to enforce the Licensed Patents against infringers or otherwise act xxxxx the infringement thereof, to eliminate infringementtake (or refrain from taking) appropriate action to enforce the Licensed Patents, whento control any litigation or other enforcement action and to enter into, in XXXX‘s sole judgmentor permit, the settlement of any such litigation or other enforcement action may be reasonably necessary, properwith respect to the Licensed Patents, and justifiedin good faith shall consider the interests of EOS in so doing; provided that nothing herein shall be construed to obligate SGI to take any action that would be commercially unreasonable or would subject SGI to undue business risk. In All monies recovered upon the event that Licensee believes there is infringement final judgment or settlement of any such suit to enforce any Licensed Patent under this Agreement which is to Licensee's substantial detriment, Licensee Patents shall provide XXXX be retained by SGI. EOS and SGI shall fully cooperate with notification and reasonable evidence of such infringement. XXXX shall have the sole and exclusive right to determine whether or not each other in any action should be taken regarding to enforce the Licensed Patents. If SGI fails to take any action to enforce the Licensed Patents or control any litigation with respect to the licensed Patents within a period of ninety (90) days after reasonable notice of the infringement of the Licensed Patents (at XXXX‘s cost Patents, then EOS shall have the right to bring and for XXXX‘s benefit)control any such action by counsel of its own choice, and in such proceedings case, all monies recovered upon the final judgment or settlement of any such suit to enforce any Licensed Patents shall be under retained by EOS. In such a case, SGI shall cooperate fully with EOS, at EOS's expense, in its efforts to enforce the exclusive control of XXXX. Upon request by XXXXLicensed Patents, Licensee shall take action, join in an action, and otherwise provide XXXX with such assistance and information including being joined as may be useful a party to XXXX in connection with XXXX‘s taking such action (if the cause of action arose during the term of this Agreement and XXXX reimburses Licensee for Licensees reasonable out-of-pocket expenses)necessary. 11.3.2. However, if any infringement of the Licensed Patents which is to the substantial detriment of Licensee has not been discontinued within six (6) months after written request by Licensee to XXXX and XXXX has not by the end of such period taken action intended to xxxxx or terminate the infringing action and Licensee's rights are still exclusive hereunder, Licensee EOS shall have the right, with XXXX 's written consent, which shall not be unreasonably withheldat its sole expense, to file a lawsuit determine the appropriate course of action to seek enforce the EOS Patents or otherwise xxxxx the infringement thereof, to stop such activity at its own expense. During take (or refrain from taking) appropriate action to enforce the EOS Patents, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation Licensee shall act in good faith to preserve XXXX 's right, title and interest in and or other enforcement action with respect to the Licensed Patent, shall keep XXXX advised as to EOS Patents. All monies recovered upon the status of the litigation and shall not enter into a final judgment or settlement of any such litigation without first allowing XXXX the option of either approving the settlement or of continuing the litigation at XXXX‘s expense for XXXX‘s benefit (upon payment suit to Licensee of its out-of-pocket costs enforce any EOS Patents shall be retained by EOS. SGI and expenses of the litigation). Nothing herein EOS shall permit or allow Licensee to commence fully cooperate with each other in any action for infringement of to enforce the Licensed Patent for any activity allowed under a settlement arrangement entered into by XXXX in good faith with a third party infringerEOS Patents.

Enforcement of Licensed Patents. XXXX intends 9.2.1 Each Party shall notify the other Party of any infringement known to protect such Party of any Licensed Patent by a Third Party that is manufacturing, using, offering for sale, selling or importing a product that comprises the Antibody or a Licensed Product (each, a “Product Infringement”) and shall provide the other Party with the available evidence, if any, of such infringement. 9.2.2 AntriaBio, at its sole expense, shall have the first right to determine the appropriate course of action to enforce the Licensed Patents with respect to such Product Infringement or otherwise axxxx such Product Infringement, to take (or refrain from taking) appropriate action to enforce the Licensed Patents with respect to such Product Infringement, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the Licensed Patent and such Product Infringement, and shall consider, in good faith, the interests of XOMA in so doing. If AntriaBio does not, within sixty (60) days of receipt of notice from XOMA under Section 9.2.1, axxxx the infringement or file suit to enforce the Licensed Patents against infringers at least one infringing party, XOMA shall have the right to take whatever action it deems appropriate to enforce the Licensed Patents. The Party controlling any such enforcement action shall not settle the action or otherwise act consent to eliminate infringement, when, an adverse judgment in XXXX‘s sole judgment, such action may be reasonably necessarythat adversely affects the rights or interests of the non-controlling Party without the prior written consent of the other Party. For clarity, proper, and justified. In the event that Licensee believes there is infringement of AntriaBio shall have no right to enforce any Licensed Patent under this Agreement which is with respect to Licensee's substantial detriment, Licensee shall provide XXXX with notification and reasonable evidence of such infringement. XXXX shall have the sole and exclusive right to determine whether or not any action should be taken regarding any infringement thereof that is not a Product Infringement. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 9.2.3 All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patents (at XXXX‘s cost and for XXXX‘s benefit), and such proceedings with respect to a Product Infringement pursuant to this Section 9.2 shall be under the exclusive control of XXXX. Upon request by XXXX, Licensee shall take action, join in an action, first used to reimburse each Party for its costs and otherwise provide XXXX with such assistance and information as may be useful to XXXX expenses incurred in connection with XXXX‘s taking such action (if suit pro rata, and the cause of action arose during the term of this Agreement and XXXX reimburses Licensee for Licensees reasonable out-of-pocket expenses). Howeverremainder, if any, shall be allocated as follows: (a) for any infringement of suit initiated and prosecuted by AntriaBio, the Licensed Patents which is remainder shall be deemed Net Sales and allocated in accordance with Section 4.2, and (b) for any suit initiated and prosecuted by XOMA, the remainder shall be shared in proportion to the substantial detriment of Licensee has not been discontinued within six (6) months after written request by Licensee to XXXX and XXXX has not by the end of such period taken action intended to xxxxx or terminate the infringing action and Licensee's rights are still exclusive hereunder, Licensee shall have the right, with XXXX 's written consent, which shall not be unreasonably withheld, to file a lawsuit to seek to stop such activity at its own expense. During such litigation Licensee shall act in good faith to preserve XXXX 's right, title and interest in and to the Licensed Patent, shall keep XXXX advised as to the status of the litigation and shall not enter into a settlement of such litigation without first allowing XXXX the option of either approving the settlement or of continuing the litigation at XXXX‘s expense for XXXX‘s benefit (upon payment to Licensee of its out-of-pocket costs and expenses of the litigation). Nothing herein shall permit or allow Licensee to commence any action for infringement of the Licensed Patent for any activity allowed under a settlement arrangement entered into incurred by XXXX each Party in good faith connection with a third party infringersuch suit.

Enforcement of Licensed Patents. XXXX intends to protect the Licensed Patents against infringers or otherwise act to eliminate infringement, whenA. NVC, in XXXX‘s sole judgmentgranting a sublicense under this AGREEMENT, such action may be reasonably necessaryrepresents that it possesses the right to grant the sublicense, properto enforce the LICENSED PATENTS, and justified. In to permit STS to enforce the event that Licensee believes there is LICENSED PATENTS as hereinafter set forth. B. Upon discovery of any infringement of any Licensed Patent under LICENSED PATENT that is subject to the Sublicense granted by this Agreement which is to Licensee's substantial detrimentAGREEMENT, Licensee the party having such knowledge shall provide XXXX with notification and reasonable evidence promptly notify the other party of such the infringement. XXXX The parties shall then confer regarding steps to be taken, if any, regarding the infringement, including any notice to the infringing party, any suggested resolution, and any legal proceedings. C. STS shall make no response, oral, written or otherwise, regarding such infringement that might provide a basis for declaratory judgment action on the part of any third party relating to any of the LICENSED PATENTS, without the express written approval of NVC. D. NVC may elect to institute appropriate legal proceedings to redress infringement of any LICENSED PATENT. NVC shall bear all costs and attorney’s fees, and shall retain any resulting recovery. STS agrees to be named if required by law, and to assist NVC as needed at NVC expense. E. If NVC elects not to proceed as provided in paragraph D above, appropriate legal action in connection therewith may be undertaken by the parties jointly. In such event, each party shall contribute equally to the expenses, except that NVC’s contribution may be limited to one-half of the Patent Royalties paid or payable to NVC during the pendency of any such action. If NVC limits its contribution in accordance with this paragraph, STS may elect to limit or discontinue the legal action. F. If any damages for infringement are awarded by a final decree of judgment to NVC and STS in any action pursuant to paragraph D above, then after deducting all expenses arising from the litigation and reimbursing each contributing party for its contributions, the remainder shall be divided equally. If such damages are less than the total contributions of the parties, they shall be divided on a pro rata basis based on the relative contributions of the parties. G. If NVC should elect not to proceed in accordance with paragraph D or E, and if STS should, on its own, elect to institute appropriate legal proceedings to redress infringement of any LICENSED PATENT, STS shall bear all costs and attorney’s fees, and shall retain any resulting recovery. NVC agrees to be named if required by law, and to assist STS as needed. NVC shall have the sole and exclusive right to determine whether appear by counsel of its own selection at NVC’s expense. Furthermore, if during the course of such legal proceedings STS elects to propose or not any action should be taken regarding any infringement offer the Product as part of the Licensed Patents (at XXXX‘s cost and for XXXX‘s benefit)its response to a government procurement, either as a prime contractor or subcontract, and such proceedings shall it is determined that other than the payment of royalty fees STS would be under awarded the exclusive control of XXXX. Upon request by XXXXcontract, Licensee shall take action, join in an action, then NVC and otherwise provide XXXX with such assistance and information as may be useful STS agree to XXXX in connection with XXXX‘s taking such action (if discuss mutually beneficial solutions for reducing the cause of action arose during competitive disadvantage STS would experience against the term of this Agreement and XXXX reimburses Licensee for Licensees reasonable out-of-pocket expenses). However, if any infringement of the Licensed Patents which is alleged infringer due only to the substantial detriment payment of Licensee has not been discontinued within six (6) months after written request by Licensee to XXXX and XXXX has not by the end of such period taken action intended to xxxxx or terminate the infringing action and Licensee's rights are still exclusive hereunder, Licensee shall have the right, with XXXX 's written consent, which shall not be unreasonably withheld, to file a lawsuit to seek to stop such activity at its own expense. During such litigation Licensee shall act in good faith to preserve XXXX 's right, title and interest in and to the Licensed Patent, shall keep XXXX advised as to the status of the litigation and shall not enter into a settlement of such litigation without first allowing XXXX the option of either approving the settlement or of continuing the litigation at XXXX‘s expense for XXXX‘s benefit (upon payment to Licensee of its out-of-pocket costs and expenses of the litigation). Nothing herein shall permit or allow Licensee to commence any action for infringement of the Licensed Patent for any activity allowed under a settlement arrangement entered into by XXXX in good faith with a third party infringerroyalty fees.

Enforcement of Licensed Patents. XXXX intends Upon a party becoming aware of any Third Party that is infringing an issued patent falling within the definition of Licensed Patents or that is otherwise developing, licensing or selling a product that does or will compete with a Licensed Product being developed, licensed or sold by Schrödinger or any of its Affiliates (each such Third Party, a “Third Party Infringer”), such party will promptly notify the other party and the parties will meet (in person or via teleconference) to protect discuss in good faith the advisability of Xxxxxxxxxxx taking steps to stop such Third Party Infringer. Provided that Xxxxxxxxxxx first has the aforementioned discussion with Columbia and Columbia approves, such approval not to be unreasonably withheld or delayed, Xxxxxxxxxxx shall have the right to enforce the Licensed Patents against infringers or otherwise act any such Third Party Infringer in its own name and at Schrödinger’s sole expense. If the parties agree that it is advisable for Xxxxxxxxxxx to eliminate infringement, when, in XXXX‘s sole judgment, such action may be reasonably necessary, proper, and justified. In the event that Licensee believes there is infringement of any Licensed Patent under this Agreement which is to Licensee's substantial detriment, Licensee shall provide XXXX with notification and reasonable evidence of such infringement. XXXX shall have the sole and exclusive right to determine whether or not any action should be taken regarding any infringement of enforce the Licensed Patents (at XXXX‘s cost and for XXXX‘s benefit)against such Third Party Infringer, and Xxxxxxxxxxx declines to initiate such enforcement proceedings against such Third Party Infringer, Columbia may initiate such enforcement proceedings in its own name and at Columbia’s sole expense. Notwithstanding the foregoing, the party initiating an action against any Third Party Infringer described above shall have no obligation to assert more than one Licensed Patent in one jurisdiction against the Third Party Infringer. Xxxxxxxxxxx’s rights under this Section 16.e shall apply only to claims of Licensed Patents that are exclusively licensed to Schrödinger under this Master License Agreement. If required by law, Columbia shall permit any action under this Section 16.e to be brought in its name, including being joined as a party-plaintiff; provided that the expenses of such suit or suits, or the settlement thereof, incurred at the direction or request of Xxxxxxxxxxx shall be paid for entirely by Xxxxxxxxxxx and Schrödinger shall hold Columbia free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees and fee shifting awards or other sanctions imposed by the court in accordance with Section 16.g. Should Columbia decide to pursue any enforcement action against a Third Party Infringer under the exclusive control of XXXX. Upon request by XXXXthis Section 16.e, Licensee Columbia shall take actionhold Schrödinger free, join in an actionclear, and otherwise provide XXXX harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees and fee shifting awards or other sanctions imposed by the court in accordance with such assistance and information as Section 16.g. No settlement, consent judgment or other voluntary final disposition of any action brought by Xxxxxxxxxxx under this Section 16.e may be useful to XXXX in connection with XXXX‘s taking such action (if concluded without the cause prior written consent of action arose during the term of this Agreement and XXXX reimburses Licensee for Licensees reasonable out-of-pocket expenses). However, if any infringement of the Licensed Patents which is to the substantial detriment of Licensee has not been discontinued within six (6) months after written request by Licensee to XXXX and XXXX has not by the end of such period taken action intended to xxxxx or terminate the infringing action and Licensee's rights are still exclusive hereunder, Licensee shall have the right, with XXXX 's written consentColumbia, which consent shall not be unreasonably withheld, to file a lawsuit to seek to stop such activity at its own expense. During such litigation Licensee shall act in good faith to preserve XXXX 's right, title and interest in and to the Licensed Patent, shall keep XXXX advised as to the status of the litigation and shall not enter into a settlement of such litigation without first allowing XXXX the option of either approving the settlement withheld or of continuing the litigation at XXXX‘s expense for XXXX‘s benefit (upon payment to Licensee of its out-of-pocket costs and expenses of the litigation). Nothing herein shall permit or allow Licensee to commence any action for infringement of the Licensed Patent for any activity allowed under a settlement arrangement entered into by XXXX in good faith with a third party infringerdelayed.

Enforcement of Licensed Patents. XXXX intends With respect to protect any infringement of Licensed Patents within the Licensed Patents against infringers Field or otherwise act with respect to eliminate infringement, when, in XXXX‘s sole judgment, such action may be reasonably necessary, proper, and justified. In the event that Licensee believes there is infringement of any Licensed Patent Products within the Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under this Agreement which is to Licensee's substantial detrimentRule 406 of the Securities Act. Licensed Field, Licensee shall provide XXXX with notification and reasonable evidence of such infringement. XXXX Company shall have the sole primary right, but not the obligation, to initiate, prosecute and exclusive right to determine whether or not control any action should be taken regarding any infringement with respect to such infringement, by counsel of its own choice, to secure the cessation of the Licensed Patents (at XXXX‘s cost and for XXXX‘s benefit), and such proceedings shall be under infringement or to enter suit against the exclusive control of XXXXinfringer. Upon request by XXXX, Licensee shall take action, join in an action, and otherwise provide XXXX with such assistance and information as may be useful to XXXX in connection with XXXX‘s taking such action (if the cause of action arose during the term of this Agreement and XXXX reimburses Licensee for Licensees reasonable out-of-pocket expenses). However, if any infringement of the Licensed Patents which is to the substantial detriment of Licensee has not been discontinued within six (6) months after written request by Licensee to XXXX and XXXX has not by the end of such period taken action intended to xxxxx or terminate the infringing action and Licensee's rights are still exclusive hereunder, Licensee Gilead shall have the right, with XXXX 's written consent, which shall not right to participate in any such action and to be unreasonably withheld, to file a lawsuit to seek to stop such activity represented by counsel of its own choice and at its own expense. During If Company fails to exercise its right to bring an action or proceeding to so enforce a Licensed Patent within a period of [***] days after receipt of written notice of infringement of such litigation Licensee shall act in good faith to preserve XXXX 's right, title and interest in and to the Licensed Patent, then Gilead shall keep XXXX advised as have the right to the status of the litigation bring and shall not enter into a settlement of control any such litigation without first allowing XXXX the option of either approving the settlement or of continuing the litigation at XXXX‘s expense for XXXX‘s benefit (upon payment to Licensee action by counsel of its out-of-pocket own choice and at its own expense. Gilead shall have the right to extend the right to participate in and control, as applicable, any such action to its Affiliates and sublicensees, as Gilead in its sole discretion deems necessary to satisfy its obligations under the Preexisting Agreements. If a Party brings any such action or proceeding hereunder, the other Party agrees to be joined as a party plaintiff and to give the first Party reasonable assistance and authority to control, file and prosecute the suit as necessary, at the first Party’s sole expense. The costs and expenses of the litigation). Nothing herein Party bringing suit under this Section 4.2(b) (including the internal costs and expenses specifically attributable to such suit) shall permit be reimbursed first out of any damages or allow Licensee to commence any action for infringement other monetary awards recovered in favor of the Parties, and any remaining damages shall be paid to the Party that controlled such action. No settlement or consent judgment or other voluntary final disposition of a suit under this Section 4.2(b) relating to a Licensed Patent for any activity allowed under a settlement arrangement may be entered into by XXXX in good faith with a third party infringerwithout the consent of the Party not controlling such action, such consent not to be unreasonably withheld, delayed or conditioned.

Enforcement of Licensed Patents. XXXX intends to protect the Licensed Patents against infringers or otherwise act to eliminate infringement, when, in XXXX‘s sole judgment, such action may be reasonably necessary, proper, and justified. In the event that Licensee believes there is infringement (a) If either Party becomes aware of any Licensed Patent under this Agreement which is actual or suspected infringement in the Field, of any Product-Specific Patents, it will notify the other Party in writing to Licensee's substantial detriment, Licensee shall provide XXXX with notification that effect and reasonable include evidence of the alleged infringement by such infringement. XXXX Third Party. (b) BioMedica shall have the sole and exclusive right first right, but not the obligation, to determine whether or not initiate an action against a Third Party infringer of Licensed Patents. Should BioMedica bring an action against a Third Party infringer of any action should be taken regarding any infringement of Product-Specific Patents, (i) the Licensed Patents (at XXXX‘s cost and for XXXX‘s benefit), and such proceedings shall be under the exclusive control of XXXX. Upon request by XXXX, Licensee shall take action, join in an action, and otherwise provide XXXX with such assistance and information as may be useful to XXXX in connection with XXXX‘s taking such action (if the cause of action arose during the term of this Agreement and XXXX reimburses Licensee for Licensees reasonable out-of-pocket expenses). However, if any infringement of the Licensed Patents which is to the substantial detriment of Licensee has not been discontinued within six (6) months after written request by Licensee to XXXX and XXXX has not by the end of such period taken action intended to xxxxx or terminate the infringing action and Licensee's rights are still exclusive hereunder, Licensee shall have the rightright to consult with BioMedica and to participate and be represented by independent counsel in any action initiated by BioMedica at the Licensee’s expense, (ii) BioMedica shall keep the Licensee reasonably informed regarding the progress of any litigation and settlement discussion with XXXX 's written consentany alleged infringer, (iii) BioMedica shall copy the Licensee on all documents and correspondence other than routine procedural documents and correspondences, and (iv) the Licensee shall have the right to provide ongoing comments on documents prior to submission and advice regarding its position and interests in such action, which timely advice and comments will be considered in good faith by BioMedica. BioMedica shall retain the sole control of any infringement action filed against any Third Party infringer pursuant to this Clause 11.5(b) (Enforcement of Licensed Patents) and shall bear all costs and expenses in connection therewith. BioMedica shall not settle any such action if such settlement would adversely affect or limit the licences granted to the Licensee hereunder without the prior written consent of the Licensee, such consent not to be unreasonably withheldwithheld or delayed. (c) If BioMedica elects, by notice to file the Licensee, not to initiate an action against a lawsuit Third Party infringer of any Product-Specific Patents or to seek discontinue such an action, but not in any other circumstances, the Licensee shall have the right to stop initiate (or continue) such activity an action (if required by Applicable Law, in the name of and on behalf of, BioMedica), at the Licensee’s expense. Should the Licensee bring an action against a Third Party infringer of a Product-Specific Patent, (i) the Licensee shall keep BioMedica reasonably informed regarding the progress of any litigation and settlement discussion with any alleged infringer, (ii) the Licensee shall copy BioMedica on all documents and correspondence other than routine procedural documents and correspondences, (iii) BioMedica shall have the right to provide ongoing comments on documents prior to submission and advice regarding its position and interests in such action, which timely advice and comments will be considered in good faith by the Licensee, and (iv) the Licensee shall not enter into any settlement, consent judgment or other voluntary disposition of any such action without the consent of BioMedica, such consent not to be unreasonably withheld or delayed. If the Licensee elects to pursue such action, BioMedica may be represented in such action by attorneys of its own choice at its own expense. During Upon the Licensee’s request, BioMedica shall timely join in any such litigation to establish standing and cooperate with the Licensee in such litigation; provided that, if BioMedica is so involuntarily joined in any such proceedings, the Licensee shall act in good faith to preserve XXXX 's right, title and interest in and to the Licensed Patent, shall keep XXXX advised as to the status of the litigation and shall not enter into a settlement of such litigation without first allowing XXXX the option of either approving the settlement or of continuing the litigation at XXXX‘s expense be responsible for XXXX‘s benefit (upon payment to Licensee of its out-of-pocket costs and expenses of the litigation). Nothing herein shall permit or allow Licensee to commence any action for infringement of the Licensed Patent for any activity allowed under a settlement arrangement entered into reasonably incurred by XXXX BioMedica in good faith connection with a third party infringersuch proceedings.

Enforcement of Licensed Patents. XXXX intends to protect the Licensed Patents against infringers or otherwise act to eliminate infringement, when, in XXXX‘s sole judgment, such action may be reasonably necessary, proper, and justified. In the event URL alleges that Licensee believes a third party infringes a Licensed Patent, the prima facie determination of infringement shall be made by an Independent Patent Attorney (IPA) satisfactory to both the University and URL, at their joint cost and expense. (a) If the IPA finds that there is no prima facie evidence of infringement of any Licensed Patent by the alleged infringer, then URL’s obligation to pay royalties under this Agreement which is to Licensee's substantial detriment, Licensee shall provide XXXX with notification and reasonable continue without abatement. (b) If the IPA finds prima facie evidence of the alleged infringement: 1) URL may elect to institute an action against such third party, in which event: (A) During the pendency of such action, URL may suspend payment of royalties under the patent in suit in the country of such action to the extent of any costs actually incurred in such action; and (B) If URL finally prevails, it shall thereafter resume paying royalties, subject to URL’s recovery therefrom of costs of litigation not theretofore recovered and shall retain all damages which it may collect; and (C) If URL finally loses: (i) Because the third party is held not to be infringing, URL shall thereafter resume paying royalties and shall, in addition, pay to University such royalty payments as were suspended under the terms of Section 5(b)(1)(A) hereof. (ii) Because the patent is held invalid, URL shall cease paying royalties in the country in which such invalidity has been finally adjudicated, provided [*] CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION that Compound is covered or the use thereof is covered only by claims which have been held invalid. 2) If within one hundred twenty (120) days after the determination of prima facie infringement. XXXX , URL does not elect to institute such an infringement action, the University may elect to file such an infringement action, in which event: (A) URL shall have continue to pay royalties during the sole and exclusive right to determine whether or not any action should be taken regarding any infringement pendency of the Licensed Patents action; and (at XXXX‘s cost and for XXXX‘s benefit)B) If University finally prevails, and such proceedings URL shall continue to pay royalties as set forth in Section 4, provided that if University is required to grant a license to the infringer, then URL’s royalty rate shall be under the exclusive control of XXXX. Upon request by XXXX, Licensee shall take action, join in an action, and otherwise provide XXXX with such assistance and information as may be useful to XXXX in connection with XXXX‘s taking such action (if the cause of action arose during the term of this Agreement and XXXX reimburses Licensee for Licensees reasonable out-of-pocket expenses). However, if any infringement of the Licensed Patents which is reduced to the substantial detriment of Licensee has not been discontinued within six lowest rate granted to such an infringer; (6C) months after written request by Licensee to XXXX and XXXX has not by If the end of such period taken action intended to xxxxx or terminate University finally loses: (i) Because the infringing action and Licensee's rights are still exclusive hereunder, Licensee shall have the right, with XXXX 's written consent, which shall not be unreasonably withheld, to file a lawsuit to seek to stop such activity at its own expense. During such litigation Licensee shall act in good faith to preserve XXXX 's right, title and interest in and to the Licensed Patent, shall keep XXXX advised as to the status of the litigation and shall not enter into a settlement of such litigation without first allowing XXXX the option of either approving the settlement or of continuing the litigation at XXXX‘s expense for XXXX‘s benefit (upon payment to Licensee of its out-of-pocket costs and expenses of the litigation). Nothing herein shall permit or allow Licensee to commence any action for infringement of the Licensed Patent for any activity allowed under a settlement arrangement entered into by XXXX in good faith with a third party infringeris held not to be infringing, URL will continue to pay royalties as set forth in Section 4 hereof; (ii) Because the patent is held invalid, URL shall cease paying royalties in the country in which such invalidity has been finally adjudicated, provided the Compound is covered or the use thereof is covered only by claims which have been held invalid.

Enforcement of Licensed Patents. XXXX intends With respect to protect any infringement of Licensed Patents within the Licensed Patents against infringers Field or otherwise act with respect to eliminate infringement, when, in XXXX‘s sole judgment, such action may be reasonably necessary, proper, and justified. In the event that Licensee believes there is infringement of any Licensed Patent Products within the Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under this Agreement which is to Licensee's substantial detrimentRule 406 of the Securities Act. Licensed Field, Licensee shall provide XXXX with notification and reasonable evidence of such infringement. XXXX Company shall have the sole primary right, but not the obligation, to initiate, prosecute and exclusive right to determine whether or not control any action should be taken regarding any infringement with respect to such infringement, by counsel of its own choice, to secure the cessation of the Licensed Patents (at XXXX‘s cost and for XXXX‘s benefit), and such proceedings shall be under infringement or to enter suit against the exclusive control of XXXXinfringer. Upon request by XXXX, Licensee shall take action, join in an action, and otherwise provide XXXX with such assistance and information as may be useful to XXXX in connection with XXXX‘s taking such action (if the cause of action arose during the term of this Agreement and XXXX reimburses Licensee for Licensees reasonable out-of-pocket expenses). However, if any infringement of the Licensed Patents which is to the substantial detriment of Licensee has not been discontinued within six (6) months after written request by Licensee to XXXX and XXXX has not by the end of such period taken action intended to xxxxx or terminate the infringing action and Licensee's rights are still exclusive hereunder, Licensee Gilead shall have the right, with XXXX 's written consent, which shall not right to participate in any such action and to be unreasonably withheld, to file a lawsuit to seek to stop such activity represented by counsel of its own choice and at its own expense. During If Company fails to exercise its right to bring an action or proceeding to so enforce a Licensed Patent within a period of [***] days after receipt of written notice of infringement of such litigation Licensee shall act in good faith to preserve XXXX 's right, title and interest in and to the Licensed Patent, then Gilead shall keep XXXX advised as have the right to the status of the litigation bring and shall not enter into a settlement of control any such litigation without first allowing XXXX the option of either approving the settlement or of continuing the litigation at XXXX‘s expense for XXXX‘s benefit (upon payment to Licensee action by counsel of its out-of-pocket own choice and at its own expense. Gilead shall have the right to extend the right to participate in and control, as applicable, any such action to its Affiliates and sublicensees, as Gilead in its sole discretion deems necessary to satisfy its obligations under the Preexisting Agreements. If a Party brings any such action or proceeding hereunder, the other Party agrees to be joined as a party plaintiff and to give the first Party reasonable assistance and authority to control, file and prosecute the suit as necessary, at the first Party’s sole expense. The costs and expenses of the litigation). Nothing herein Party bringing suit under this Section 4.2(b) (including the internal costs and expenses specifically attributable to such suit) shall permit be reimbursed first out of any damages or allow Licensee to commence any action for infringement other monetary awards recovered in favor of the Parties, and any remaining damages shall be paid to the Party that controlled such action. No settlement or consent judgment or other voluntary final disposition of a suit under this Section 4.2(b) relating to a Licensed Patent for any activity allowed under a settlement arrangement may be entered into by XXXX in good faith with a third party infringerwithout the consent of the Party not controlling such action, such consent not to be unreasonably withheld, delayed or conditioned.

Enforcement of Licensed Patents. XXXX intends to protect 6.1 Each party shall notify the Licensed Patents against infringers or otherwise act to eliminate infringement, when, other promptly in XXXX‘s sole judgment, such action may be reasonably necessary, proper, and justified. In the event that Licensee believes there is writing upon becoming aware of any third party infringement of any of the Licensed Patent under this Agreement which is to Licensee's substantial detriment, Licensee shall provide XXXX with notification and reasonable evidence of such infringementPatents. XXXX HELICOS shall have the sole and exclusive right first right, but not the obligation, at its expense and using counsel of its choice, to determine whether or not initiate legal proceedings against the infringer in respect of any action should be taken regarding any such third party infringement of the Licensed Patents (at XXXX‘s cost and for XXXX‘s benefit)in the Field, and such proceedings shall AZTE hereby agrees to be under the exclusive control of XXXX. Upon request by XXXX, Licensee shall take action, join named as a plaintiff in an action, and otherwise provide XXXX with such assistance and information as may be useful to XXXX in connection with XXXX‘s taking any such action at the sole expense (if the cause of action arose during the term of this Agreement and XXXX reimburses Licensee for Licensees reasonable 1) HELICOS shall recover all out-of-pocket expenseslegal fees incurred in connection with prosecuting such third-party; (2) of the remainder, HELICOS shall receive eighty percent (80%) and AZTE shall receive twenty percent (20%). However, if HELICOS shall not enter into any settlement of any infringement action under this Section 6 without the prior written consent of the Licensed Patents which is to the substantial detriment of Licensee has not been discontinued within six (6) months after written request by Licensee to XXXX and XXXX has not by the end of such period taken action intended to xxxxx or terminate the infringing action and Licensee's rights are still exclusive hereunder, Licensee shall have the right, with XXXX 's written consentAZTE, which consent shall not be unreasonably withheldwithheld or delayed. AZTE shall fully cooperate with and provide all assistance reasonably requested by HELICOS in any action initiated by HELICOS hereunder, provided that HELICOS pays AZTE for any reasonable costs and expenses incurred by AZTE or otherwise due in connection with providing such assistance. 6.2 If HELICOS is not able or not willing to file take action against an infringer, upon becoming aware of any third-party infringement of any of the Licensed Patents, HELICOS shall, within a lawsuit reasonable time, but not more than 60 days after becoming aware of the infringement, notify AZTE that it will not take action against the infringer. AZTE, after giving HELICOS written notice of its intention to seek do so, may at its own expense, initiate legal proceedings against the infringer. AZTE shall keep HELICOS informed of the progress of the action, and HELICOS shall be entitled to stop such activity engage separate counsel at its own expense. During such litigation Licensee shall act Notwithstanding the foregoing, HELICOS can join any action by AZTE at its own expense. Any damages, costs, awards, fees or recoveries paid by any third party in good faith to preserve XXXX connection with any proceeding initiated or prosecuted at AZTE's right, title and interest in and to the Licensed Patent, shall keep XXXX advised as to the status expense (whether by way of the litigation and shall not enter into a settlement of such litigation without first allowing XXXX the option of either approving the settlement or of continuing the litigation at XXXX‘s expense for XXXX‘s benefit otherwise) shall be split as follows: (upon payment to Licensee of its 1) AZTE shall recover all out-of-pocket costs and expenses legal fees incurred in connection with prosecuting such third-party; (2) of the litigationremainder, AZTE shall receive eighty percent (80%) and HELICOS shall receive twenty percent (20%). Nothing herein shall permit or allow Licensee to commence any action for infringement of the Licensed Patent for any activity allowed under a settlement arrangement entered into by XXXX in good faith with a third party infringer.

Enforcement of Licensed Patents. XXXX intends 9.2.1 Each Party shall notify the other Party of any infringement known to protect such Party of any Licensed Patent by a Third Party that is manufacturing, using, offering for sale, selling or importing a product that comprises the Antibody or a Licensed Product (each, a “Product Infringement”) and shall provide the other Party with the available evidence, if any, of such infringement. 9.2.2 AntriaBio, at its sole expense, shall have the first right to determine the appropriate course of action to enforce the Licensed Patents with respect to such Product Infringement or otherwise xxxxx such Product Infringement, to take (or refrain from taking) appropriate action to enforce the Licensed Patents with respect to such Product Infringement, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the Licensed Patent and such Product Infringement, and shall consider, in good faith, the interests of XOMA in so doing. If AntriaBio does not, within sixty (60) days of receipt of notice from XOMA under Section 9.2.1, xxxxx the infringement or file suit to enforce the Licensed Patents against infringers at least one infringing party, XOMA shall have the right to take whatever action it deems appropriate to enforce the Licensed Patents. The Party controlling any such enforcement action shall not settle the action or otherwise act consent to eliminate infringement, when, an adverse judgment in XXXX‘s sole judgment, such action may be reasonably necessarythat adversely affects the rights or interests of the non-controlling Party without the prior written consent of the other Party. For clarity, proper, and justified. In the event that Licensee believes there is infringement of AntriaBio shall have no right to enforce any Licensed Patent under this Agreement which is with respect to Licensee's substantial detriment, Licensee shall provide XXXX with notification and reasonable evidence of such infringement. XXXX shall have the sole and exclusive right to determine whether or not any action should be taken regarding any infringement thereof that is not a Product Infringement. 9.2.3 All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patents (at XXXX‘s cost and for XXXX‘s benefit), and such proceedings with respect to a Product Infringement pursuant to this Section 9.2 shall be under the exclusive control of XXXX. Upon request by XXXX, Licensee shall take action, join in an action, first used to reimburse each Party for its costs and otherwise provide XXXX with such assistance and information as may be useful to XXXX expenses incurred in connection with XXXX‘s taking such action (if suit pro rata, and the cause of action arose during the term of this Agreement and XXXX reimburses Licensee for Licensees reasonable out-of-pocket expenses). Howeverremainder, if any, shall be allocated as follows: (a) for any infringement of suit initiated and prosecuted by AntriaBio, the Licensed Patents which is remainder shall be deemed Net Sales and allocated in accordance with Section 4.2, and (b) for any suit initiated and prosecuted by XOMA, the remainder shall be shared in proportion to the substantial detriment of Licensee has not been discontinued within six (6) months after written request by Licensee to XXXX and XXXX has not by the end of such period taken action intended to xxxxx or terminate the infringing action and Licensee's rights are still exclusive hereunder, Licensee shall have the right, with XXXX 's written consent, which shall not be unreasonably withheld, to file a lawsuit to seek to stop such activity at its own expense. During such litigation Licensee shall act in good faith to preserve XXXX 's right, title and interest in and to the Licensed Patent, shall keep XXXX advised as to the status of the litigation and shall not enter into a settlement of such litigation without first allowing XXXX the option of either approving the settlement or of continuing the litigation at XXXX‘s expense for XXXX‘s benefit (upon payment to Licensee of its out-of-pocket costs and expenses of the litigation). Nothing herein shall permit or allow Licensee to commence any action for infringement of the Licensed Patent for any activity allowed under a settlement arrangement entered into incurred by XXXX each Party in good faith connection with a third party infringersuch suit.

Enforcement of Licensed Patents. XXXX intends 10.01 LICENSEE shall notify CYGX in writing of any conflicting uses of, or any applications or registrations for, the technology covered by the grants made in Article II, or of any acts of infringement or acts of unfair competition involving CYGX's Patents or Know-How, promptly after such matters are brought to protect LICENSEE's attention or it has knowledge thereof. 10.02 In the Licensed Patents event that any third PARTY shall infringe any claims of CYGX's Patents, LICENSEE may, at its option, send written notice thereof to CYGX requesting that CYGX take action to abate such infringement or bring suit against infringers such infringer. Bxxxxxing six (6) months from the date of receipt of such notice by CYGX, LICENSEE may suspend further royalty payments due under any such infringed claims unless and until CYGX shall abate such infringement or otherwise act to eliminate infringement, when, in XXXX‘s sole judgment, bring such action may be reasonably necessary, proper, and justifiedsuit. In the event that Licensee believes there infringement xx abated or suit is filed, royalty payments shall be resumed and suspended royalty payments shall become due. CYGX shall not be required to expend more then Fifty (50) percent of any royalties received from LICENSEE under this Agreement for such infringement action or to prosecute more than one such infringement suit at a time in any country. If any claim of any patent within CYGX's Patents shall be declared invalid by a judicial decision which shall become final, then LICENSEE shall thereafter be under no obligation to pay royalties for operation under such claim unless such operation is dominated by one or more claims of CYGX's Patents not declared invalid. 10.03 CYGX and LICENSEE mutually shall have the right to institute action for infringement of any Licensed Patent under CYGX's Patents, it being agreed that in any such action that both PARTIES mutually agree to institute, the action shall be instituted in the names of both such PARTIES and that both such PARTIES shall contribute equally to the expense of any such action and shall participate equally in the recoveries, if any, whether by judgment, award, decree or settlement. It is further agreed that CYGX shall exercise control over such action, provided, however, that LICENSEE may be represented by counsel of its selection and at its expense. In the event such PARTIES do not mutually agree to institute such action, either such PARTY hereto may institute such action and join the other as a PARTY complainant in such action; the PARTY so instituting the action shall defray the entire expenses of such action and shall be entitled to retain the entire amount of the recoveries, if any, by way of judgment, award, decree or settlement resulting therefrom. 10.04 In the event that, during that portion of the duration of this Agreement which that LICENSEE has an exclusive license under CYGX's Patents, LICENSEE can prove to CYGX's satisfaction that a third PARTY is infringing any claim(s) in CYGX's Patents and thereby materially and adversely affecting LICENSEE's sublicensing of CYGX's Patents, LICENSEE may request CYGX in writing to Licenseetake reasonable steps to assist LICENSEE to license such third PARTY under at least the infringed claim(s) of CYGX's substantial detrimentPatents and, Licensee shall provide XXXX with notification and reasonable evidence thereafter, if said infringer refuses such a license under terms no less favorable than those terms of other sublicenses granted under CYGX's Patents, to otherwise stop such infringement. XXXX Notification of such infringement to CYGX shall have include the sole and exclusive right to determine whether or not any action should be taken regarding any infringement name of the Licensed Patents (at XXXX‘s cost infringer and for XXXX‘s benefit), and such proceedings shall be under all information LICENSEE possesses to substantiate the exclusive control of XXXXalleged infringement. Upon request by XXXX, Licensee shall take action, join in an action, and otherwise provide XXXX with such assistance and information as may be useful to XXXX in connection with XXXX‘s taking such action (if the cause of action arose during the term of this Agreement and XXXX reimburses Licensee for Licensees reasonable out-of-pocket expenses). However, if any infringement of the Licensed Patents which is to the substantial detriment of Licensee has not been discontinued If within six (6) months after written request by Licensee receiving notice of infringement, CYGX does not take such reasonable steps to XXXX and XXXX has not by assist LICENSEE to license such third PARTY or otherwise stop the end alleged infringement, LICENSEE may either: (a) pay into an interest bearing escrow account that portion of such period taken action intended to xxxxx or terminate the infringing action and Licensee's rights are still exclusive hereunder, Licensee shall have the right, with XXXX 's written consent, which shall not be unreasonably withheld, to file a lawsuit to seek to stop such activity at its own expense. During such litigation Licensee shall act in good faith to preserve XXXX 's right, title and interest in and payments due CYGX equal to the Licensed Patentroyalties which, if licensed, would be payable by said third PARTY infringer from the date CYGX receives such notice until such third PARTY has been licensed under the infringed claim(s) of CYGX's Patents or infringement has been otherwise stopped, at which time LICENSEE shall keep XXXX advised as resume full payments to CYGX and pay CYGX all monies accrued in the status of the litigation and shall not enter into a settlement of such litigation without first allowing XXXX the option of either approving the settlement escrow account; or of continuing the litigation at XXXX‘s expense for XXXX‘s benefit (upon payment to Licensee of its out-of-pocket costs and expenses of the litigation). Nothing herein shall permit or allow Licensee to commence any b) file an appropriate action for infringement of the Licensed Patent infringed claim(s) in CYGX's name if necessary. In any event, if an action for infringement of any activity allowed claim(s) in CYGX's Patents is filed, CYGX shall, with respect to CYGX and LICENSEE, have the right to control such litigation. Furthermore, it is agreed that CYGX's total financial responsibility in pursuing any infringement action under this Article X shall be limited to actions in which CYGX is a settlement arrangement entered into voluntary PARTY and in such actions to a total composite sum not exceeding fifty (50) percent of the payments actually paid to CYGX by XXXX LICENSEE for practice by SUBLICENSEEs under the infringed claim(s). In the event that CYGX prevails in good faith with any infringement action where CYGX is a third party infringervoluntary PARTY, CYGX's expenditures for such action shall be reimbursed from any damages and/or costs awarded by the court before division of such amount between CYGX and LICENSEE. In any infringement action filed hereunder by LICENSEE, where CYGX is an involuntary PARTY, LICENSEE shall promptly reimburse CYGX for all expenses CYGX incurs as a result of such infringement action. In the event that LICENSEE prevails in any infringement action filed hereunder by LICENSEE, where CYGX is an involuntary PARTY,. LICENSEE's expenditures for such action shall be reimbursed from any damages and/or costs awarded by the court before division of such amount between LICENSEE and CYGX.

Enforcement of Licensed Patents. XXXX intends to protect (a) Each Party shall promptly notify the Licensed Patents against infringers or otherwise act to eliminate infringement, when, other Party in XXXX‘s sole judgment, such action may be reasonably necessary, proper, and justified. In the event that Licensee believes there is infringement writing of any Licensed Patent under this Agreement which is to Licensee's substantial detriment, Licensee shall provide XXXX with notification and reasonable evidence of such infringement. XXXX shall have the sole and exclusive right to determine whether alleged or not any action should be taken regarding any threatened infringement of the Licensed Patents by a Third Party in the Field in Territory of which such Party becomes aware based on the development, commercialization, Exploitation, or an application to market a Licensed Product in the Field in the Territory (at XXXX‘s cost and “Product Infringement”). (b) As between the Parties, with respect to a Licensed Product for XXXX‘s benefit)which Graphite holds an exclusive license under Section 2.1, and such proceedings shall be under the exclusive control of XXXX. Upon request by XXXX, Licensee shall take action, join in an action, and otherwise provide XXXX with such assistance and information as may be useful to XXXX in connection with XXXX‘s taking such action (if the cause of action arose during the term of this Agreement and XXXX reimburses Licensee for Licensees reasonable out-of-pocket expenses). However, if any infringement of the Licensed Patents which is to the substantial detriment of Licensee has not been discontinued within six (6) months after written request by Licensee to XXXX and XXXX has not by the end of such period taken action intended to xxxxx or terminate the infringing action and Licensee's rights are still exclusive hereunder, Licensee Graphite shall have the sole right, with XXXX 's written consent, which shall but not be unreasonably withheldthe obligation, to file prosecute any Product Infringement involving any Licensed Patents directed to such Licensed Product or Exploitation thereof in the Field at its sole expense and Graphite shall retain control of the prosecution of such claim, suit or proceeding. IDT shall have the right to join as a lawsuit party to seek to stop such activity claim, suit, or proceeding in the Territory and participate with its own counsel at its own expense; provided that Graphite shall retain control of the prosecution of such claim, suit, or proceeding. During any such litigation Licensee claim, suit, or proceeding, Graphite shall act keep IDT reasonably informed of all material developments in connection with such claim, suit or proceeding. If Graphite does not take commercially reasonable steps to prosecute (including settling) such a Product Infringement in a country or jurisdiction, then IDT may, but is not obligated to, prosecute the Product Infringement at its own expense in such country or jurisdiction. In the event such exclusive license with respect to such Licensed Product converts to a non-exclusive license in accordance with Section 3.2, then Graphite shall, at IDT’s election, transfer to IDT control of the prosecution of any on-going Product Infringement with respect to such Licensed Product and the Parties shall cooperate in good faith therewith. Any amounts recovered by Graphite pursuant to preserve XXXX 's this Section 5.4(b) shall be used first to reimburse Graphite for its costs and expenses, including attorneys’ fees, incurred in making such recovery, with any remainder to be treated as Sublicensing Revenue hereunder, to be retained by Graphite subject to Graphite’s requirement to pay to IDT [***] percent ([***]%) of such remaining amount as set forth in Section 4.4. As between the Parties, with respect to a Licensed Product for which Graphite does not hold an exclusive license under Section 2.1, IDT has the sole right, title but not the obligation, to prosecute any Product Infringement involving any Licensed Patents directed to such Licensed Product or Exploitation thereof at its sole expense and interest in IDT shall retain control of the prosecution of such claim, suit or proceeding. (c) If a Party brings any suit, action or proceeding under Section 5.4(b), the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the Licensed Patentother Party reasonable authority to file and prosecute the suit, action or proceeding. Each Party shall keep XXXX advised as provide reasonable assistance to the status other Party, including by providing access to relevant documents and other evidence and making its employees available, subject to such Party’s reimbursement of the litigation and shall not enter into a settlement of any costs incurred by such litigation without first allowing XXXX the option of either approving the settlement or of continuing the litigation at XXXX‘s expense for XXXX‘s benefit (upon payment to Licensee of its out-of-pocket costs and expenses of the litigation). Nothing herein shall permit or allow Licensee to commence any action for infringement of the Licensed Patent for any activity allowed under a settlement arrangement entered into by XXXX other Party in good faith with a third party infringerproviding such assistance.